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W E L C O M E T O T E R R A C E P R I V A T E A N D C O N F I D E N T I A L J U N E 2 0 1 9 DISCLAIMER This presentation of Terrace Inc. (Terrace) is for information purposes only and shall not constitute an offer to buy, sell,


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SLIDE 1

P R I V A T E A N D C O N F I D E N T I A L

J U N E 2 0 1 9

W E L C O M E T O

T E R R A C E

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SLIDE 2

DISCLAIMER

This presentation of Terrace Inc. (“Terrace”) is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The information contained herein is subject to change without notice and is based on publicly available information, internally developed data and other sources. Where any opinion or belief is expressed in this presentation, it is based on the assumptions and limitations mentioned herein and is an expression of present opinion or belief only. No warranties or representations can be made as to the origin, validity, accuracy, completeness, currency or reliability of the information. Terrace disclaims and excludes all liability (to the extent permitted by law), for losses, claims, damages, demands, costs and expenses of whatever nature arising in any way out of or in connection with the information in this presentation, its accuracy, completeness or by reason of reliance by any person on any of it. This presenta- tion should not be construed as legal, fjnancial or tax advice to any individual, as each individual’s circumstances are different. Investors should consult with their own professional advisors regarding their particular circumstances. The information contained in this presentation is not directed to persons or entities resident in the United States and does not constitute an offer or solicitation by anyone in the United States or in any other jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation, unless otherwise exempt from United States securities legislation. Investors should refer to the risk factors set forth in Appendix A.

Confjdentiality

This presentation and all the information contained herein are confjdential, proprietary. Any person reviewing this presentation agrees not to do any of the following in respect of this pre- sentation or any information contained herein without the prior permission in writing from Terrace or its representatives: (1) use; (2) disclose or divulge; (3) copy; (4) retain; (5) reproduce; (6) publish; (7) transmit; (8) make available; or (9) condone, permit or authorize the use, disclosure, copying, retention, reproduction, transmission or publication thereof, including to the public or media. In consideration for the time and effort expended by Terrace or its representatives to prepare this presentation, these

  • bligations shall survive indefjnitely.

Forward-looking information

Certain statements in this presentation are “forward-looking statements”. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as “expect”, “seek”, “endeavour”, “anticipate”, “plan”, “estimate”, “believe”, “intend”, or stating that certain actions, events or results may, could, would, might or will occur or be taken, or achieved) are not statements of historical fact and may be “forward-looking statements”. Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and un certainties which would cause actual results or events to differ materially from those presently anticipated. Forward-looking statements are based on expectations, estimates and projec- tions at the time the statements are made and involve signifjcant known and unknown risks, uncertainties and assumptions. A number of factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward- looking statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this document. Readers should not place undue reliance on these forward-looking statements. Although the forward-looking statements contained in this presentation are based upon what Terrace currently believes to be reasonable assumptions, Terrace cannot assure readers that actual results, performance, or achievements will be consistent with these forward-looking statements. Except as required by law, Terrace does not have any obligation to advise any person if it becomes aware of any inaccuracy in

  • r omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to refmect new events or circumstances. The proposed directors and offjcers of

Terrace will be appointed effective at the closing of the reverse takeover. The Company’s advisors and strategic partners are already working with the Company.

JUNE 2019 2

Private and confjdential www.terraceglobal.ca

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SLIDE 3

Terrace is a Canadian company focused on the development and acquisition of international cannabis assets. Our single minded goal is to unlock value in new jurisdictions. Terrace was created by a group of pioneers in the cannabis space. We’ve come together to build a best in class portfolio of assets, across international markets. With decades of cross-continent relationships between us, the Terrace team is uniquely positioned to unlock value in new jurisdictions like no one else can.

About us.

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Private and confjdential www.terraceglobal.ca

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SLIDE 4

Private and confjdential www.terraceglobal.ca

International Assets

Existing world class platform in Uruguay, Spain and Portugal covering recreational cannabis, medical cannabis and hemp assets in low jurisdictions with progressive regulatory regimes and strong domestic demand.

Global Relationships

Our Management, Board, and Advisors have a rich international background with infmuence globally. We have worked, lived, and executed transactions around the world, across capital markets, agriculture, and government regulations.

Exclusive Deal Pipeline

We have sourced proprietary deal fmow from South America, Europe and other continents, and expect to be a global player in the cannabis industry.

JUNE 2019 4

What we ofger

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SLIDE 5

Our strategy.

Terrace’s operations will expand across South America, Europe and other continents, to become a leading dry fmower and derivatives producer globally. Terrace has already secured production assets in low cost jurisdictions and maintains a proprietary deal pipeline to acquire additional production capacity.

JUNE 2019 5

GLOBAL ASSET STRATEGY

✓ Existing domestic market ✓ Approved for exportation ✓ Low cost inputs

Private and confjdential www.terraceglobal.ca

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SLIDE 6

FRANCISCO ORTIZ

EXECUTIVE CHAIRMAN

S P A I N - U R U G U A Y

MICHAEL GALEGO BEN WEDEKING

CEO HEAD OF CULTIVATION

P O R T U G A L - U R U G U A Y C O L O M B I A - B R A Z I L I S R A E L - G E R M A N Y N E T H E R L A N D S

LEON DADOUN

CFO

U S A - E U R O P E - I S R A E L

International Entrepreneur & Co-Founder of Tuenti, the “Spanish Facebook”, sold to Telefonica Co-Founder of “Glass”, sold to Google Bachelor Degree in Econ from Harvard Lawyer & Entrepreneur Co-Founder and Director of ICC Labs, sold to Aurora CEO of the Stronach Group, Agricultural Division M&A Lawyer at Osler, Hoskin & Harcourt LLP Led cannabis projects in Israel (Tikun Olam), Germany, and Netherlands (Bedrocan) BA in Agricultural Studies + Masters in Process and Quality Management, Humboldt University Chartered Accountant Managing Director, CIBC World Markets, Securitization B. Comm, University of Toronto

Management team.

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Private and confjdential www.terraceglobal.ca

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SLIDE 7

FRANCISCO ORTIZ

DIRECTOR

S P A I N - U R U G U A Y

MICHAEL GALEGO STEPHEN ARBIB

DIRECTOR DIRECTOR

P O R T U G A L - U R U G U A Y C O L O M B I A - B R A Z I L I S R A E L - G E R M A N Y N E T H E R L A N D S

VINCE GASPARRO DENIIS MILLS

DIRECTOR DIRECTOR

U S A - E U R O P E - I S R A E L U S A - E U R O P E - I S R A E L

Board of directors.

Entrepreneur and philanthropist Founder of MedReleaf, sold to Aurora CEO, Momentum Solutions Reference BIO under "management" Reference BIO under "management" Principal Secretary to Toronto Mayor John Tory Private Equity Investor, Green Tomorrow Fund PMO under PM Paul Martin MSc, London School of Economics MBA, Villanova University Corporate Director Member of Canadian Parliament, CEO of MI Developments, Directorships with Frontera Energy, CGX Energy and Hut-8 Mining

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Private and confjdential www.terraceglobal.ca

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International advisory board.

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Former Minister, International Trade, Canada Former Secretary of State, International Financial Institutions, Canada International Entrepreneur Co-Founder, Tokyo Smoke / HIKU Co-Founder, PharmaCan Capital Co-Founder, Cannasat Pharmaceuticals Chairman and CEO, Hill & Gertner Capital Entrepreneur and business builder President Stafford Developments, Co-Founder Autumn Growth Co-Founder Cannoe Canada Former Minister of Foreign Relations, Colombia Former CEO, Gran Colombia Gold

Mª CONSUELO ARAUJO

ADVISOR

S O U T H A M E R I C A

  • HON. JAMES PETERSON

LORNE GERTNER

ADVISOR ADVISOR

B R A Z I L - R U S S I A C H I N A - I N D I A - M I D D L E E A S T

JONATHAN GOLDMAN

A F R I C A - I S R A E L N O R T H A M E R I C A - E U R O P E

ADVISOR

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GASTON MAGRI FRANCISCO GUTIERREZ

ORANSUR PHARMABINOIDE

NUNO LAGES

TERRA NOVA

P O R T U G A L U R U G U A Y S P A I N

Operations team.

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Private and confjdential www.terraceglobal.ca

Senior Agricultural Enginner Head

  • f Production, Cibeles, Uruguay

Degrees in Agriculture Engineering from Stella Maris College, Montevideo + Universidad de la Republica, Montevideo Economist & Entrepreneur Founder of Pharmabinoide, Spanish Hemp Company Senior Private Banker at Citibank and Banco Santander. Technical Director, Shire Pharmaceuticals Ltd, Portugal Technical Director, Udifar, Portugal EMBA, University of Navarra

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Strategic partner.

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M A R I M E D O W N S 8 % O F T E R R A C E .

MariMed Inc., a public company trading as MRMD:OTCQB, is a US multi state developer and operator of medical and adult–use cannabis cultivation, production, and dispensary facilities. It is dedicated to improving health and wellness with the highest quality cannabis and hemp-derived CBD products. The company has recently announced the formation of a separate division, MariMed Hemp, focused on the development of leading brands for its rapidly-growing CBD product family. In late 2018, Marimed announced an investment in Kentucky- based GenCanna, industry leader in the production

  • f GMP-quality, highly regulation-compliant CBD products in the US.

Terrace will benefjt from Marimed’s strategic relationship and signifjcant investment in GenCanna, as Marimed will be collaborating with Terrace.

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Existing asset structure: South America and Europe

Spain Uruguay

100% of Pharmabinoide Hemp 100 acres 33% of Faises* Recreational Cannabis 3.7 acres

Portugal

100% of Terra Nova Medical Cannabis 10 acres 100% of Oransur Hemp 150 acres

*Shares subject to a call option in favour of Terrace

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Uruguay: Oransur

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Oransur, S.A. leases farms from across Uruguay to cultivate various crops with proprietary and imported genetics. Our current operation is 150 acres and located in Florida, Uruguay, with the ability to expand our production area to 1250 acres.

Oransur’s first harvest in 2019 Proprietary harvesting equipment, designed to reduce labour hours.

Private and confjdential www.terraceglobal.ca

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Uruguay: Faises

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Faises has 1 of only 2 licenses in Uruguay to produce and distribute recreational cannabis.

Private and confjdential www.terraceglobal.ca

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Pharmabinoide S.L. is a licensed producer of hemp in Spain with approximately 100 acres of hemp

  • perations located in Jaen.

Pharmabinoide is in the process of being accredited by the AEMPS to allow its products to be certifjed for medical and research purposes.

Spain.

JUNE 2019 14

AEMPS: Spanish Medicines and Health Products Agency

Private and confjdential www.terraceglobal.ca

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SLIDE 15 Terra Nova was official sponsor of Portugal’s first medical cannabis conference

Portugal.

JUNE 2019 15

Terra Nova, Producao e Commercializacao de Produtos Naturals e Farmaceuticos, LDA is a Portuguese company, positioned to be a leading European producer of medical cannabis and industrial hemp. In early 2016, T erra Nova applied for a license to cultivate, import and export cannabis Sativa L. License from our site in Pinhal Novo, Palmela, Portugal. In December 2018, INFARMED, I.P., the governing regulatory body in Portugal, issued a declaration to Terra Nova permitting the construction of a 350,000 sf greenhouse and 2.5 acres of

  • utdoor cultivation.The fjnal license to be issued upon fjnal inspection by INFARMED of T

erra Nova’s facilities. The license will allow for cultivation, importation, and exportation of Cannabis Sativa L.

Private and confjdential www.terraceglobal.ca

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SLIDE 16

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Milestone timeline.

JUNE 2019 16

Complete closing of RTO and public listing

Complete acquisition

  • f Faises and

improvements at greenhouse facility in Uruguay

Second outdoor hemp harvest in Spain Second plantation of

  • utdoor hemp in

Uruguay Completion of greenhouse facility in Portugal Second outdoor hemp harvest in Spain Completion of ethanol extraction lab in Uruguay J U N E 2 0 1 9 Q 3 2 0 1 9 Q 4 2 0 1 9 Q 1 2 0 2 0 Q 2 2 0 2 0 Q 3 2 0 2 0 Q 3 2 0 1 9

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Hemp based products.

JUNE 2019 17

BONA VIDA MOU

T errace has entered into a memorandum of understanding with an Uruguayan based pet food company to develop low cost, high quality CBD infused pet food alternatives including chews, treats, and oils.

HEMP CIGARETTES

Ignacio Gari leads T errace’s hemp / CBD cigarette program. Mr. Gari has over 16 years experience at Philip Morris leading its

  • perations in Uruguay and spending time

throughout South America and Canada.

Private and confjdential www.terraceglobal.ca

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SLIDE 18

International opportunity.

JUNE 2019 18

State/Province confm fmict with federal law Medical law Recreational law

According to Canopy Growth, the Canadian medical cannabis market is $3B, the Canadian recreational market is $5-9B and the global medical cannabis market is $180B.

Source: Ackrell Capital 2018 Cannabis Investment Report

SELECT COUNTRIES WITH LEGALIZED CANNABIS ACCESS (AS OF JAN 2018)

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T E R R A C E